Common use of Funding Loss Indemnification Clause in Contracts

Funding Loss Indemnification. If any of the Borrowers shall (a) repay, prepay or convert any LIBOR Loan on any day other than the last day of an Interest Period therefor (whether a scheduled payment, an optional prepayment or conversion, a mandatory prepayment or conversion, a payment upon acceleration or otherwise), (b) fail to borrow any LIBOR Loan after delivering the Notice of Borrowing therefor to Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise), (c) pursuant to Paragraph 2.16, cause the replacement of any Lender that has made or maintained any LIBOR Loan or (d) fail to pay when due any principal or interest on any LIBOR Loan, Borrowers shall, within ten (10) Business Days after demand of such Lender, reimburse such Lender for and hold such Lender harmless from all reasonable break funding costs and losses incurred by such Lender as a result of such repayment, prepayment, conversion or failure; provided, however, that Borrowers shall have no obligation to make any payment to any demanding party under this Paragraph 2.14 on account of any such costs or losses unless Borrowers receive notice of such costs or losses from the demanding party within twelve (12) months after such costs or losses have been incurred or realized. Borrowers understand that such costs and losses may include losses incurred by a Lender as a result of funding and other contracts entered into by such Lender to fund a LIBOR Loan. Each Lender demanding payment under this Paragraph 2.14 shall deliver to Borrowers, with a copy to Agent, a certificate of an officer of such demanding party setting forth the amount of costs and losses for which demand is made, which certificate shall set forth in reasonable detail the calculation of the amount demanded. Such a certificate so delivered to Borrowers shall constitute prima facie evidence of such costs and losses. The obligations of Borrowers under this Paragraph 2.14 shall survive the payment and performance of the Obligations and the termination of this Agreement.

Funding Loss Indemnification. If any of the Borrowers Borrower shall (a) repay, repay or prepay or convert any Revolving LIBOR Loan on any day other than the last day of an Interest Period therefor (whether a scheduled payment, an optional prepayment or conversion, a mandatory prepayment or conversion, a payment upon acceleration or otherwise), (b) fail to borrow any Revolving LIBOR Loan after delivering the for which a Notice of Borrowing therefor has been delivered to Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise) or (c) fail to convert any Revolving Base Rate Loans into Revolving LIBOR Loans in accordance with a Notice of Loan Conversion delivered to Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise), (c) pursuant to Paragraph 2.16, cause the replacement of any Lender that has made or maintained any LIBOR Loan or (d) fail to pay when due any principal or interest on any LIBOR Loan, Borrowers Borrower shall, within ten (10) Business Days after upon demand of such Lenderby any Bank, reimburse such Lender for Bank and hold such Lender Bank harmless from for all reasonable break funding costs and losses (or deemed losses) incurred by such Lender Bank as a result of such repayment, prepayment, conversion or failure; provided, however, that Borrowers shall have no obligation to make any payment to any demanding party under this Paragraph 2.14 on account of any such costs or losses unless Borrowers receive notice of such costs or losses from the demanding party within twelve (12) months after such costs or losses have been incurred or realized. Borrowers understand Borrower understands that such costs and losses (or deemed losses) may include include, without limitation, losses incurred by a Lender Bank as a result of funding and other contracts entered into by such Lender Bank to fund a Revolving LIBOR Loan or losses deemed to be incurred by a Bank assuming such Bank had entered into a "match funding" arrangement to fund a Revolving LIBOR Loan. Each Lender Bank demanding payment under this Paragraph 2.14 PARAGRAPH 2.11 shall deliver to BorrowersBorrower, with a copy to Agent, a certificate of an officer of such demanding party setting forth the amount of costs and losses (or deemed losses) for which demand is made, which certificate shall set forth in reasonable detail the calculation of the amount demanded. Such a certificate so delivered to Borrowers shall constitute prima facie evidence Borrower shall, in the absence of manifest error, be conclusive and binding on Borrower as to the amount of such costs and lossesloss for all purposes. The obligations of Borrowers Borrower under this Paragraph 2.14 PARAGRAPH 2.11 shall survive the payment and performance of the Obligations and the termination of this Agreement.

Funding Loss Indemnification. If any of the Borrowers Borrower shall (a) repay, prepay or convert any LIBOR Loan on any day other than the last day of an Interest Period therefor (whether a scheduled payment, an optional prepayment or conversion, a mandatory prepayment or conversion, a payment upon acceleration or otherwise), (b) fail to borrow any LIBOR Loan after delivering the for which a Notice of Borrowing therefor has been delivered to Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise) or (c) fail to convert any Loans into LIBOR Loans in accordance with a Notice of Conversion delivered to Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise), (c) pursuant to Paragraph 2.16, cause the replacement of any Lender that has made or maintained any LIBOR Loan or (d) fail to pay when due any principal or interest on any LIBOR Loan, Borrowers Borrower shall, within ten (10) Business Days after upon demand of such by any Lender, reimburse such Lender for and hold such Lender harmless from all reasonable break funding costs and losses incurred by such Lender as a result of such repayment, prepayment, conversion or failure; provided, however, that Borrowers shall have no obligation to make any payment to any demanding party under this Paragraph 2.14 on account of any such costs or losses unless Borrowers receive notice of such costs or losses from the demanding party within twelve (12) months after such costs or losses have been incurred or realized. Borrowers understand Borrower understands that such costs and losses may include include, without limitation, losses incurred by a Lender as a result of funding and other contracts entered into by such Lender to fund a LIBOR Loan. Each Lender demanding payment under this Paragraph 2.14 2.12 shall deliver to BorrowersBorrower, with a copy to Agent, a certificate of an officer of such demanding party setting forth the amount of costs and losses for which demand is made, which certificate shall set forth in reasonable detail the calculation of the amount demanded. Such a certificate so delivered to Borrowers Borrower shall constitute prima facie evidence of such costs and losses. The obligations of Borrowers Borrower under this Paragraph 2.14 2.12 shall survive the payment and performance of the Obligations and the termination of this Agreement; provided, however, that any Lender must submit a demand for payment pursuant to this provision within six (6) months after such Lender has first conclusively determined that such reimbursement or compensation is due such Lender under this and similar agreements.

Funding Loss Indemnification. If any of the Borrowers Borrower shall (a) repay, prepay or convert any LIBOR Loan on any day other than the last day of an Interest Period therefor (whether a scheduled payment, an optional prepayment or conversion, a mandatory prepayment or conversion, a payment upon acceleration or otherwise), (b) fail to borrow any LIBOR Loan after delivering the for which a Notice of Loan Borrowing therefor has been delivered to the Administrative Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise) or (c) fail to convert any Revolving Loans into LIBOR Loans in accordance with a Notice of Conversion delivered to the Administrative Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise), the Borrower shall pay to the appropriate Lender within five (c) pursuant to Paragraph 2.16, cause the replacement of any Lender that has made or maintained any LIBOR Loan or (d) fail to pay when due any principal or interest on any LIBOR Loan, Borrowers shall, within ten (105) Business Days after demand a prepayment fee, failure to borrow fee or failure to convert fee, as the case may be (determined as though 100% of such Lenderthe LIBOR Loan had been funded in the London interbank eurodollar currency market) equal to the sum of: (a) $250; plus (b) the amount, reimburse if any, by which (i) the additional interest would have accrued on the amount prepaid or not borrowed at the LIBOR Rate plus the Applicable Margin for LIBOR Loans if that amount had remained or been outstanding through the last day of the applicable Interest Period exceeds (ii) the interest that such Lender could recover by placing such amount on deposit in the London interbank eurodollar currency market for a period beginning on the date of the prepayment or failure to borrow and hold ending on the last day of the applicable Interest Period (or, if no deposit rate quotation is available for such Lender harmless from period, for the most comparable period for which a deposit rate quotation may be obtained); plus (c) all reasonable break funding costs and losses out-of-pocket expenses incurred by such Lender as a result of reasonably attributable to such repaymentpayment, prepayment, conversion prepayment or failure; provided, however, that Borrowers shall have no obligation failure to make any payment to any demanding party under this Paragraph 2.14 on account of any such costs or losses unless Borrowers receive notice of such costs or losses from the demanding party within twelve (12) months after such costs or losses have been incurred or realized. Borrowers understand that such costs and losses may include losses incurred by a Lender as a result of funding and other contracts entered into by such Lender to fund a LIBOR Loanborrow. Each Lender demanding payment under this Paragraph 2.14 shall deliver to Borrowers, with a copy to Agent, a certificate Lender’s determination of an officer of such demanding party setting forth the amount of costs and losses for which demand is made, which certificate any prepayment fee payable under this Section 2.13 shall set forth be conclusive in reasonable detail the calculation absence of the amount demanded. Such a certificate so delivered to Borrowers shall constitute prima facie evidence of such costs and lossesmanifest error. The obligations of Borrowers the Borrower under this Paragraph 2.14 Section 2.13 shall survive the payment and performance of the Obligations and the termination of this Agreement.

Funding Loss Indemnification. If any of the Borrowers shall (a) repay, prepay or convert any LIBOR Loan on any day other than the last day of an Interest Period therefor (whether a scheduled payment, an optional prepayment or conversion, a mandatory prepayment or conversion, a payment upon acceleration or otherwise), (b) fail to borrow any LIBOR Loan after delivering the for which a Notice of Loan Borrowing therefor has been delivered to the Administrative Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise) or (c) fail to convert any Revolving Loans into LIBOR Loans in accordance with a Notice of Conversion delivered to the Administrative Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise), the Borrowers shall pay to the appropriate Lender within five (c) pursuant to Paragraph 2.16, cause the replacement of any Lender that has made or maintained any LIBOR Loan or (d) fail to pay when due any principal or interest on any LIBOR Loan, Borrowers shall, within ten (105) Business Days after demand a prepayment fee, failure to borrow fee or failure to convert fee, as the case may be (determined as though 100% of such Lenderthe LIBOR Loan had been funded in the London interbank eurodollar currency market) equal to the sum of: (a) $250; plus (b) the amount, reimburse if any, by which (i) the additional interest would have accrued on the amount prepaid or not borrowed at the LIBOR Rate plus the Applicable Margin for LIBOR Loans if that amount had remained or been outstanding through the last day of the applicable Interest Period exceeds (ii) the interest that such Lender could recover by placing such amount on deposit in the London interbank eurodollar currency market for a period beginning on the date of the prepayment or failure to borrow and hold ending on the last day of the applicable Interest Period (or, if no deposit rate quotation is available for such Lender harmless from period, for the most comparable period for which a deposit rate quotation may be obtained); plus (c) all reasonable break funding costs and losses out-of-pocket expenses incurred by such Lender as a result of directly attributable to such repaymentpayment, prepayment, conversion prepayment or failure; provided, however, that Borrowers shall have no obligation failure to make any payment to any demanding party under this Paragraph 2.14 on account of any such costs or losses unless Borrowers receive notice of such costs or losses from the demanding party within twelve (12) months after such costs or losses have been incurred or realized. Borrowers understand that such costs and losses may include losses incurred by a Lender as a result of funding and other contracts entered into by such Lender to fund a LIBOR Loanborrow. Each Lender demanding payment under this Paragraph 2.14 shall deliver to Borrowers, with a copy to Agent, a certificate Lender’s determination of an officer of such demanding party setting forth the amount of costs any prepayment fee payable under this Section 2.13 shall be submitted to the Borrowers in writing and losses for which demand is made, which certificate shall set forth be presumed conclusive in reasonable detail the calculation absence of the amount demanded. Such a certificate so delivered to Borrowers shall constitute prima facie evidence of such costs and lossesmanifest error. The obligations of the Borrowers under this Paragraph 2.14 Section 2.13 shall survive the payment and performance of the Obligations and the termination of this Agreement.

Funding Loss Indemnification. If any of the Borrowers shall (a) repay, prepay or convert any LIBOR Loan or LIBOR Portion on any day other than the last day of an Interest Period therefor (whether a scheduled payment, an optional prepayment or conversion, a mandatory prepayment or conversion, a payment upon acceleration or otherwise), (b) fail to borrow any LIBOR Loan after delivering the or LIBOR Portion for which a Notice of Borrowing therefor has been delivered to the Administrative Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise) or (c) fail to convert any Revolving Loans into LIBOR Loans or any Portion of a Term Loan into a LIBOR Portion in accordance with a Notice of Conversion delivered to the Administrative Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise), the Borrowers shall pay to the appropriate Lender within five (c) pursuant to Paragraph 2.16, cause the replacement of any Lender that has made or maintained any LIBOR Loan or (d) fail to pay when due any principal or interest on any LIBOR Loan, Borrowers shall, within ten (105) Business Days after demand a prepayment fee, failure to borrow fee or failure to convert fee, as the case may be (determined as though 100% of such Lenderthe LIBOR Loan or LIBOR Portion had been funded in the London interbank eurodollar currency market) equal to the sum of: (a) $250; plus (b) the amount, reimburse if any, by which (i) the additional interest would have accrued on the amount prepaid or not borrowed at the LIBOR Rate plus the Applicable Margin for LIBOR Loans if that amount had remained or been outstanding through the last day of the applicable Interest Period exceeds (ii) the interest that such Lender could recover by placing such amount on deposit in the London interbank eurodollar currency market for a period beginning on the date of the prepayment or failure to borrow and hold ending on the last day of the applicable Interest Period (or, if no deposit rate quotation is available for such Lender harmless from period, for the most comparable period for which a deposit rate quotation may be obtained); plus (c) all reasonable break funding costs and losses out-of-pocket expenses reasonably incurred by such Lender as a result of reasonably attributable to such repaymentpayment, prepayment, conversion prepayment or failure; provided, however, that Borrowers shall have no obligation failure to make any payment to any demanding party under this Paragraph 2.14 on account of any such costs or losses unless Borrowers receive notice of such costs or losses from the demanding party within twelve (12) months after such costs or losses have been incurred or realized. Borrowers understand that such costs and losses may include losses incurred by a Lender as a result of funding and other contracts entered into by such Lender to fund a LIBOR Loanborrow. Each Lender demanding payment under this Paragraph 2.14 shall deliver to Borrowers, with a copy to Agent, a certificate Lender’s determination of an officer of such demanding party setting forth the amount of costs and losses for which demand is made, which certificate any prepayment fee payable under this Section 2.14 shall set forth be conclusive in reasonable detail the calculation absence of the amount demanded. Such a certificate so delivered to Borrowers shall constitute prima facie evidence of such costs and lossesmanifest error. The obligations of the Borrowers under this Paragraph Section 2.14 shall survive the payment and performance of the Obligations and the termination of this Agreement.

Funding Loss Indemnification. If any of the Borrowers shall (a) repay, Borrower may prepay or convert the principal of any portion of a LIBOR Loan on at any day other than time and in the minimum amount of $250,000, or, if less, the entire principal amount of a Tranche. In consideration of Lenders providing this prepayment option to Borrower or if any portion of a LIBOR Loan becomes due and payable at any time before the last day of an Interest Period therefor (whether a scheduled payment, an optional prepayment or conversion, a mandatory prepayment or conversion, a payment upon the Fixed Rate Term applicable thereto by acceleration or otherwise), then Borrower shall pay Lenders a fee if the rate at which Lenders can reinvest the principal being repaid for the balance of the Fixed Rate Term, as determined by Administrative Lender in its Good Faith discretion, ("Reinvestment Rate") is lower than the interest rate then applicable to such LIBOR Loan ("Existing Rate"). If such circumstance exists, Borrower shall pay to Administrative Lender, for the benefit of Lenders, immediately upon demand a fee equal to the product of (i) a rate equal to the difference between the Existing Rate and the Reinvestment Rate, times (ii) the principal amount which is to be paid, times (iii) (A) the number of days remaining in the Fixed Rate Term of the LIBOR Loan which is to be paid divided by (B) 360. In addition, Borrower shall pay to Administrative Lender, for the benefit of Lenders, the amount of any additional costs or expenses (including, without limitation, costs of telex, wires, or cables) incurred by Administrative Lender or the Lenders in connection with such payment, upon Borrower's receipt of a written statement therefor from Administrative Lender. If Borrower fails to pay any such amount when due, the unpaid portion shall thereafter bear interest until paid at a rate per annum equal to the Prime Rate plus 200 basis points. (b) If Borrower shall (i) fail to borrow the full amount set forth in any LIBOR Loan after delivering the Notice of Borrowing therefor that has been delivered to Agent Administrative Lender (whether as a result of the failure to satisfy any applicable conditions or otherwise), (c) pursuant to Paragraph 2.16, cause the replacement of any Lender that has made or maintained any LIBOR Loan or (dii) fail to pay when due convert or continue at the LIBOR interest option any principal portion of a Loan in accordance with a Notice of Conversion or interest on Continuation delivered to Administrative Lender (whether as a result of the failure to satisfy any LIBOR Loanapplicable conditions or otherwise), Borrowers Borrower shall, within ten (10) Business Days after upon demand of such by any Lender, reimburse such Lender for and hold such Lender harmless from for all reasonable break funding costs and losses incurred by such Lender as a result of such repayment, prepayment, conversion prepayment or failure; provided, however, that Borrowers shall have no obligation to make any payment to any demanding party under this Paragraph 2.14 on account of any such costs or losses unless Borrowers receive notice of such costs or losses from the demanding party within twelve (12) months after such costs or losses have been incurred or realized. Borrowers understand Borrower understands that such costs and losses may include include, without limitation, losses incurred by a Lender as a result of funding and other contracts entered into by such Lender to fund a any LIBOR Loan. Each Lender demanding payment under this Paragraph 2.14 Section shall deliver to Borrowers, with a copy to Agent, Borrower a certificate of an officer of such demanding party setting forth the amount of costs and losses for which demand is made. Such certificate shall, which certificate shall set forth in reasonable detail the calculation absence of manifest error, be conclusive and binding on Borrower as to the amount demanded. Such a certificate so delivered to Borrowers shall constitute prima facie evidence of such costs and lossesloss for all purposes. The obligations of Borrowers under this Paragraph 2.14 shall survive the payment and performance of the Obligations and the termination of this Agreement.This

Funding Loss Indemnification. If any of the Borrowers shall (a) repay, prepay or convert any LIBOR Loan or LIBOR Portion on any day other than the last day of an Interest Period therefor (whether a scheduled payment, an optional prepayment or conversion, a mandatory prepayment or conversion, a payment upon acceleration or otherwise), (b) fail to borrow any LIBOR Loan or LIBOR Portion after delivering the Notice of Borrowing therefor to Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise), (c) pursuant fail to Paragraph 2.16, cause convert any Portion of a Term Loan Borrowing into a LIBOR Portion in accordance with a Notice of Term Loan Conversion delivered to Agent (whether as a result of the replacement of failure to satisfy any Lender that has made applicable conditions or maintained any LIBOR Loan otherwise) or (d) fail to pay when due any principal or interest on any LIBOR LoanLoan or LIBOR Portion, Borrowers such Borrower shall, within ten (10) Business Days after demand of such Lender, reimburse such Lender for and hold such Lender harmless from all reasonable break funding costs and losses incurred by such Lender as a result of such repayment, prepayment, conversion or failure; provided, however, that Borrowers shall have no obligation to make any payment to any demanding party under this Paragraph 2.14 on account of any such costs or losses unless Borrowers receive notice of such costs or losses from the demanding party within twelve (12) months after such costs or losses have been they are incurred or realized. Borrowers understand that such costs and losses may include include, without limitation, losses incurred by a Lender as a result of funding and other contracts entered into by such Lender to fund a LIBOR LoanLoan or LIBOR Portion. Each Lender demanding payment under this Paragraph 2.14 shall deliver to Borrowers, with a copy to Agent, a certificate of an officer of such demanding party setting forth the amount of costs and losses for which demand is made, which certificate shall set forth in reasonable detail the calculation of the amount demanded. Such a certificate so delivered to Borrowers shall constitute prima facie evidence of such costs and losses. The obligations of Borrowers under this Paragraph 2.14 shall survive the payment and performance of the Obligations and the termination of this Agreement.

Funding Loss Indemnification. If any of the Borrowers shall (a) repay, prepay or convert any LIBOR Loan on any day other than the last day of an Interest Period therefor (whether a scheduled payment, an optional prepayment or conversion, a mandatory prepayment or conversion, a payment upon acceleration or otherwise), (b) fail to borrow any LIBOR Loan after delivering the Notice of Borrowing therefor to Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise), (c) pursuant to Paragraph 2.16, cause the replacement of any Lender that has made or maintained any LIBOR Loan or (d) fail to pay when due any principal or interest on any LIBOR Loan, Borrowers such Borrower shall, within ten (10) Business Days after demand of such Lender, reimburse such Lender for and hold such Lender harmless from all reasonable break funding costs and losses incurred by such Lender as a result of such repayment, prepayment, conversion or failure; provided, however, that Borrowers shall have no obligation to make any payment to any demanding party under this Paragraph 2.14 on account of any such costs or losses unless Borrowers receive notice of such costs or losses from the demanding party within twelve (12) months after such costs or losses have been incurred or realized. Borrowers understand that such costs and losses may include losses incurred by a Lender as a result of funding and other contracts entered into by such Lender to fund a LIBOR Loan. Each Lender demanding payment under this Paragraph 2.14 shall deliver to Borrowers, with a copy to Agent, a certificate of an officer of such demanding party setting forth the amount of costs and losses for which demand is made, which certificate shall set forth in reasonable detail the calculation of the amount demanded. Such a certificate so delivered to Borrowers shall constitute prima facie evidence of such costs and losses. The obligations of Borrowers under this Paragraph 2.14 shall survive the payment and performance of the Obligations and the termination of this Agreement.

Funding Loss Indemnification. If any of the Borrowers Borrower shall (a) repay, prepay or convert any LIBOR Loan on any day other than the last day of an Interest Period therefor (whether a scheduled payment, an optional prepayment or conversion, a mandatory prepayment or conversion, a payment upon acceleration or otherwise), (b) fail to borrow any LIBOR Loan after delivering the for which a Notice of Borrowing therefor has been delivered to Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise) or (c) fail to convert any Loans into LIBOR Loans in accordance with a Notice of Conversion delivered to Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise), (c) pursuant to Paragraph 2.16, cause the replacement of any Lender that has made or maintained any LIBOR Loan or (d) fail to pay when due any principal or interest on any LIBOR Loan, Borrowers Borrower shall, within ten (10) Business Days after upon demand of such by any Lender, reimburse such Lender for and hold such Lender harmless from all reasonable break funding costs and losses incurred by such Lender as a result of such repayment, prepayment, conversion or failure; provided, however, that Borrowers shall have no obligation to make any payment to any demanding party under this Paragraph 2.14 on account of any such costs or losses unless Borrowers receive notice of such costs or losses from the demanding party within twelve (12) months after such costs or losses have been incurred or realized. Borrowers understand Borrower understands that such costs and losses may include include, without limitation, losses incurred by a Lender as a result of funding and other contracts entered into by such Lender to fund a LIBOR Loan. Each Lender demanding payment under this Paragraph 2.14 PARAGRAPH 2.12 shall deliver to BorrowersBorrower, with a copy to Agent, a certificate of an officer of such demanding party setting forth the amount of costs and losses for which demand is made, which certificate shall set forth in reasonable detail the calculation of the amount demanded. Such a certificate so delivered to Borrowers Borrower shall constitute prima facie PRIMA FACIE evidence of such costs and losses. The obligations of Borrowers Borrower under this Paragraph 2.14 PARAGRAPH 2.12 shall survive the payment and performance of the Obligations and the termination of this Agreement; PROVIDED, HOWEVER, that any Lender must submit a demand for payment pursuant to this provision within six (6) months after such Lender has first conclusively determined that such reimbursement or compensation is due such Lender under this and similar agreements.

Funding Loss Indemnification. If any of the Borrowers Borrower shall (a) repay, prepay or convert any LIBOR Loan or LIBOR Portion on any day other than the last day of an Interest Period therefor (whether a scheduled payment, an optional prepayment or conversion, a mandatory prepayment or conversion, a payment upon acceleration or otherwise), (b) fail to borrow any LIBOR Loan after delivering the or LIBOR Portion for which a Notice of Loan Borrowing therefor has been delivered to the Administrative Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise), (c) pursuant fail to Paragraph 2.16convert any Revolving Loans into LIBOR Loans or any Portion of a Term Loan Borrowing into a LIBOR Portion in accordance with a Notice of Conversion delivered to the Administrative Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise), cause the replacement of any Lender that has made or maintained any LIBOR Loan or (d) fail to continue a LIBOR Loan or a LIBOR Portion for which a Notice of Interest Period Selection has been delivered to the Administrative Agent, the Borrower shall pay when due any principal or interest on any LIBOR Loan, Borrowers shall, to the appropriate Lender within ten five (105) Business Days after demand a prepayment fee, failure to borrow fee, failure to convert fee or failure to continue fee, as the case may be (determined as though 100% of such Lenderthe LIBOR Loan or LIBOR Portion had been funded in the London interbank eurodollar currency market), reimburse equal to the sum of: (a) the amount, if any, by which (i) the additional interest would have accrued on the amount prepaid or not borrowed at the LIBOR Rate plus the Applicable Margin for LIBOR Loans and LIBOR Portions if that amount had remained or been outstanding through the last day of the applicable Interest Period exceeds (ii) the interest that such Lender could recover by placing such amount on deposit in the London interbank eurodollar currency market for a period beginning on the date of the prepayment or failure to borrow and hold ending on the last day of the applicable Interest Period (or, if no deposit rate quotation is available for such Lender harmless from period, for the most comparable period for which a deposit rate quotation may be obtained); plus (b) all reasonable break funding costs and losses out-of-pocket expenses incurred by such Lender as a result of reasonably attributable to such repaymentpayment, prepayment, conversion prepayment or failure; provided, however, that Borrowers shall have no obligation failure to make any payment to any demanding party under this Paragraph 2.14 on account of any such costs or losses unless Borrowers receive notice of such costs or losses from the demanding party within twelve (12) months after such costs or losses have been incurred or realized. Borrowers understand that such costs and losses may include losses incurred by a Lender as a result of funding and other contracts entered into by such Lender to fund a LIBOR Loanborrow. Each Lender demanding payment under this Paragraph 2.14 shall deliver to Borrowers, with a copy to Agent, a certificate Lender’s determination of an officer of such demanding party setting forth the amount of costs and losses for which demand is made, which certificate any prepayment fee payable under this Section 2.13 shall set forth be conclusive in reasonable detail the calculation absence of the amount demanded. Such a certificate so delivered to Borrowers shall constitute prima facie evidence of such costs and lossesmanifest error. The obligations of Borrowers the Borrower under this Paragraph 2.14 Section 2.13 shall survive the payment and performance of the Obligations and the termination of this Agreement.

Funding Loss Indemnification. If any of the Borrowers Borrower shall (a) repay, prepay or convert any LIBOR Loan or LIBOR Portion on any day other than the last day of an Interest Period therefor (whether a scheduled payment, an optional prepayment or conversion, a mandatory prepayment or conversion, a payment upon acceleration or otherwise), (b) fail to borrow any LIBOR Loan after delivering the or LIBOR Portion for which a Notice of Loan Borrowing therefor has been delivered to the Administrative Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise), (c) pursuant fail to Paragraph 2.16convert any Revolving Loans into LIBOR Loans or any Portion of the Term Loan Borrowing into a LIBOR Portion in accordance with a Notice of Conversion delivered to the Administrative Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise), cause the replacement of any Lender that has made or maintained any LIBOR Loan or (d) fail to continue LIBOR Loan or LIBOR Portion for which a Notice of Interest Period Selection has been delivered to the Administrative Agent, the Borrower shall pay when due any principal or interest on any LIBOR Loan, Borrowers shall, to the appropriate Lender within ten five (105) Business Days after demand of such Lender, reimburse such Lender for and hold such Lender harmless from all reasonable break funding costs and losses incurred (accompanied by such Lender as a result of such repayment, prepayment, conversion or failure; provided, however, that Borrowers shall have no obligation to make any payment to any demanding party under this Paragraph 2.14 on account of any such costs or losses unless Borrowers receive notice of such costs or losses from the demanding party within twelve (12) months after such costs or losses have been incurred or realized. Borrowers understand that such costs and losses may include losses incurred by a Lender as a result of funding and other contracts entered into by such Lender to fund a LIBOR Loan. Each Lender demanding payment under this Paragraph 2.14 shall deliver to Borrowers, with a copy to Agent, a certificate of an officer of such demanding party Lender setting forth the amount of costs and losses for which demand is made, which certificate shall set forth in reasonable detail the calculation of any amount so demanded) a prepayment fee, failure to borrow fee, failure to convert fee or fail to continue fee, as the case may be (determined as though 100% of the LIBOR Loan or LIBOR Portion had been funded in the London interbank eurodollar currency market), equal to the sum of: (a) $250; plus (b) the amount, if any, by which (i) the additional interest would have accrued on the amount demandedprepaid or not borrowed at the LIBOR Rate for LIBOR Loans and LIBOR Portions if that amount had remained or been outstanding through the last day of the applicable Interest Period (excluding however the portion thereof attributable to the Applicable Margin) exceeds (ii) the interest that such Lender could recover by placing such amount on deposit in the London interbank eurodollar currency market for a period beginning on the date of the prepayment or failure to borrow and ending on the last day of the applicable Interest Period (or, if no deposit rate quotation is available for such period, for the most comparable period for which a deposit rate quotation may be obtained); plus (c) Any cost or lost income of the Lenders in connection with either (i) terminating and/or unwinding the foreign exchange contract previously in place or (ii) entering into a new foreign exchange contract hedging a prior foreign exchange contract; plus (d) all out-of-pocket expenses incurred by such Lender reasonably attributable to such payment, prepayment or failure to borrow. Such a certificate so delivered to Borrowers Each Lender's determination of the amount of any prepayment fee payable under this Section 2.13 shall constitute prima facie evidence be conclusive in the absence of manifest error. The Lender making such costs and lossesdetermination may specify that such payments be made in the applicable Committed Currency (if any) or in the Equivalent in Dollars of the applicable Committed Currency (if any), at its election. The obligations of Borrowers the Borrower under this Paragraph 2.14 Section 2.13 shall survive the payment and performance of the Obligations and the termination of this Agreement.

Funding Loss Indemnification. If any of the Borrowers Borrower shall (a) repay, prepay or convert any LIBOR Loan on any day other than the last day of an Interest Period therefor (whether a scheduled payment, an optional prepayment or conversion, a mandatory prepayment or conversion, a payment upon acceleration or otherwise), (b) fail to borrow any LIBOR Loan after delivering the for which a Notice of Borrowing therefor has been delivered to Agent Lender (whether as a result of the failure to satisfy any applicable conditions or otherwise) or (c) fail to convert any Revolving Loans into LIBOR Loans in accordance with a Notice of Conversion delivered Lender (whether as a result of the failure to satisfy any applicable conditions or otherwise), (c) pursuant the Borrower shall pay to Paragraph 2.16, cause the replacement of any Lender that has made or maintained any LIBOR Loan or (d) fail to pay when due any principal or interest on any LIBOR Loan, Borrowers shall, within ten (10) Business Days after demand demand, a prepayment fee, failure to borrow fee or failure to convert fee, as the case may be (determined as though 100% of the LIBOR Loan had been funded in the London interbank eurodollar currency market) equal to the sum of: (a) $250; plus (b) the amount, if any, by which (i) the additional interest would have accrued on the amount prepaid or not borrowed at the LIBOR Rate plus the Applicable Margin for LIBOR Loans if that amount had remained or been outstanding through the last day of the applicable Interest Period exceeds (ii) the interest that Lender could recover by placing such Lenderamount on deposit in the London interbank eurodollar currency market for a period beginning on the date of the prepayment or failure to borrow and ending on the last day of the applicable Interest Period (or, reimburse if no deposit rate quotation is available for such Lender period, for and hold such Lender harmless from the most comparable period for which a deposit rate quotation may be obtained); plus (c) all reasonable break funding costs and losses out-of-pocket expenses incurred by Lender reasonably attributable to such Lender as a result of payment, prepayment or failure to borrow; (d) provided, however, that if, with respect to any such repayment, prepayment, conversion conversion, failure to borrow or failure; providedfailure to convert, however, that Borrowers shall have no obligation to make any payment to any demanding party under this Paragraph 2.14 on account of any such costs or losses unless Borrowers receive notice of such costs or losses from the demanding party within twelve (12) months after such costs or losses have been incurred or realized. Borrowers understand that such costs and losses may include losses incurred by a Lender as a result of funding and other contracts entered into by such Lender to fund a LIBOR Loan. Each Lender demanding payment under this Paragraph 2.14 shall deliver to Borrowers, with a copy to Agent, a certificate of an officer of such demanding party setting forth the amount of costs and losses for which demand is made, which certificate shall set forth in reasonable detail the calculation sum of the amount demanded. Such a certificate so delivered computed under subsections (b) and (c) above is zero, then, with respect to Borrowers such repayment, prepayment, conversion, failure to borrow or failure to convert only, the amount listed in subsection (a) shall constitute prima facie evidence of such costs and losses. The obligations of Borrowers under this Paragraph 2.14 shall survive the payment and performance of the Obligations and the termination of this Agreementbe deemed to be zero.

Funding Loss Indemnification. If any of the Borrowers Borrower shall (a) repay, prepay or convert any LIBOR Loan or LIBOR Portion on any day other than the last day of an Interest Period therefor (whether a scheduled payment, an optional prepayment or conversion, a mandatory prepayment or conversion, a payment upon acceleration or otherwise), (b) fail to borrow any LIBOR Loan after delivering the or LIBOR Portion for which a Notice of Loan Borrowing therefor has been delivered to the Administrative Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise), (c) pursuant fail to Paragraph 2.16convert any Revolving Loans into LIBOR Loans or any Portion of a Term Loan Borrowing into a LIBOR Portion in accordance with a Notice of Conversion delivered to the Administrative Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise), cause the replacement of any Lender that has made or maintained any LIBOR Loan or (d) fail to continue a LIBOR Loan or a LIBOR Portion for which a Notice of Interest Period Selection has been delivered to the Administrative Agent, or (e) request, pursuant to Section 2.15(b), that a LIBOR Loan or LIBOR Portion is assigned other than on the last day of the Interest Period applicable thereto (and such that a LIBOR Loan or LIBOR Portion is assigned), the Borrower shall pay when due any principal or interest on any LIBOR Loan, Borrowers shall, to the appropriate Lender within ten five (105) Business Days after demand a prepayment fee, failure to borrow fee, failure to convert fee or failure to continue fee, as the case may be (determined as though 100% of such Lenderthe LIBOR Loan or LIBOR Portion had been funded in the London interbank eurodollar currency market), reimburse equal to the sum of: (a) the amount (which shall not be less than zero), if any, by which (i) the additional interest would have accrued on the amount prepaid or not borrowed at the LIBOR Rate for LIBOR Loans and LIBOR Portions if that amount had remained or been outstanding through the last day of the applicable Interest Period exceeds (ii) the interest that such Lender could recover by placing such amount on deposit in the London interbank eurodollar currency market for a period beginning on the date of the prepayment or failure to borrow and hold ending on the last day of the applicable Interest Period (or, if no deposit rate quotation is available for such Lender harmless from period, for the most comparable period for which a deposit rate quotation may be obtained); plus (b) all reasonable break funding costs and losses out-of-pocket expenses incurred by such Lender as a result of reasonably attributable to such repaymentpayment, prepayment, conversion prepayment or failure; provided, however, that Borrowers shall have no obligation failure to make any payment to any demanding party under this Paragraph 2.14 on account of any such costs or losses unless Borrowers receive notice of such costs or losses from the demanding party within twelve (12) months after such costs or losses have been incurred or realized. Borrowers understand that such costs and losses may include losses incurred by a Lender as a result of funding and other contracts entered into by such Lender to fund a LIBOR Loanborrow. Each Lender demanding payment under this Paragraph 2.14 shall deliver to Borrowers, with a copy to Agent, a certificate Lender’s determination of an officer of such demanding party setting forth the amount of costs and losses for which demand is made, which certificate any prepayment fee payable under this Section 2.13 shall set forth be conclusive in reasonable detail the calculation absence of the amount demanded. Such a certificate so delivered to Borrowers shall constitute prima facie evidence of such costs and lossesmanifest error. The obligations of Borrowers the Borrower under this Paragraph 2.14 shall survive the payment and performance of the Obligations and the termination of this Agreement.this

Funding Loss Indemnification. If any of the Borrowers Borrower shall (a) repay, prepay or convert any LIBOR Loan or LIBOR Portion on any day other than the last day of an Interest Period 77 therefor (whether a scheduled payment, an optional prepayment or conversion, a mandatory prepayment or conversion, a payment upon acceleration or otherwise), (b) fail to borrow any LIBOR Loan after delivering the or LIBOR Portion for which a Notice of Loan Borrowing therefor has been delivered to the Administrative Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise), (c) pursuant fail to Paragraph 2.16convert any Revolving Loans into LIBOR Loans or any Portion of a Term Loan Borrowing into a LIBOR Portion in accordance with a Notice of Conversion delivered to the Administrative Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise), cause the replacement of any Lender that has made or maintained any LIBOR Loan or (d) fail to continue a LIBOR Loan or a LIBOR Portion for which a Notice of Interest Period Selection has been delivered to the Administrative Agent, the Borrower shall pay when due any principal or interest on any LIBOR Loan, Borrowers shall, to the appropriate Lender within ten five (105) Business Days after demand a prepayment fee, failure to borrow fee, failure to convert fee or failure to continue fee, as the case may be (determined as though 100% of such Lenderthe LIBOR Loan or LIBOR Portion had been funded in the London interbank eurodollar currency market), reimburse equal to the sum of: (a) the amount, if any, by which (i) the additional interest would have accrued on the amount prepaid or not borrowed at the LIBOR Rate plus the Applicable Margin for LIBOR Loans and LIBOR Portions if that amount had remained or been outstanding through the last day of the applicable Interest Period exceeds (ii) the interest that such Lender could recover by placing such amount on deposit in the London interbank eurodollar currency market for a period beginning on the date of the prepayment or failure to borrow and hold ending on the last day of the applicable Interest Period (or, if no deposit rate quotation is available for such Lender harmless from period, for the most comparable period for which a deposit rate quotation may be obtained); plus (b) all reasonable break funding costs and losses out-of-pocket expenses incurred by such Lender as a result of reasonably attributable to such repaymentpayment, prepayment, conversion prepayment or failure; provided, however, that Borrowers shall have no obligation failure to make any payment to any demanding party under this Paragraph 2.14 on account of any such costs or losses unless Borrowers receive notice of such costs or losses from the demanding party within twelve (12) months after such costs or losses have been incurred or realized. Borrowers understand that such costs and losses may include losses incurred by a Lender as a result of funding and other contracts entered into by such Lender to fund a LIBOR Loanborrow. Each Lender demanding payment under this Paragraph 2.14 shall deliver to Borrowers, with a copy to Agent, a certificate Lender’s determination of an officer of such demanding party setting forth the amount of costs and losses for which demand is made, which certificate any prepayment fee payable under this Section 2.13 shall set forth be conclusive in reasonable detail the calculation absence of the amount demanded. Such a certificate so delivered to Borrowers shall constitute prima facie evidence of such costs and lossesmanifest error. The obligations of Borrowers the Borrower under this Paragraph 2.14 Section 2.13 shall survive the payment and performance of the Obligations and the termination of this Agreement.

Funding Loss Indemnification. If any of the Borrowers Borrower shall (a) repay, prepay or convert any LIBOR Loan or LIBOR Portion on any day other than the last day of an Interest Period therefor (whether a scheduled payment, an optional prepayment or conversion, a mandatory prepayment or conversion, a payment upon acceleration or otherwise), (b) fail to borrow any LIBOR Loan after delivering the or LIBOR Portion for which a Notice of Loan Borrowing therefor has been delivered to the Administrative Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise)) but excluding as a result of a default by any Lender to make the applicable Loan, (c) pursuant fail to Paragraph 2.16, cause the replacement convert any Revolving Loans into LIBOR Loans or any Portion of any Lender that has made or maintained any Term Loan Borrowing into a LIBOR Loan Portion in accordance with a Notice of Conversion delivered to the Administrative Agent, or (d) fail to continue a LIBOR Loan or LIBOR Portion for which a Notice of Interest Period Selection has been delivered to the Administrative Agent, the Borrower shall pay when due any principal or interest on any LIBOR Loan, Borrowers shall, to the appropriate Lender within ten (10) five Business Days after demand a prepayment fee, failure to borrow fee, failure to convert fee or fail to continue fee, as the case may be (determined as though 100% of such Lenderthe LIBOR Loan or LIBOR Portion had been funded in the London interbank eurodollar currency market), reimburse equal to the sum of: (a) the amount, if any, by which (i) the additional interest that would have accrued on the amount prepaid or not borrowed at the LIBOR Rate (without giving effect to any “floor”) for LIBOR Loans and LIBOR Portions if that amount had remained or been outstanding through the last day of the applicable Interest Period exceeds (ii) the interest that such Lender could recover by placing such amount on deposit in the London interbank eurodollar currency market for a period beginning on the date of the prepayment or failure to borrow and hold ending on the last day of the applicable Interest Period (or, if no deposit rate quotation is available for such Lender harmless from period, for the most comparable period for which a deposit rate quotation may be obtained); plus (b) all reasonable break funding costs and losses out-of-pocket expenses incurred by such Lender as a result of directly attributable to such repaymentpayment, prepayment, conversion prepayment or failure; provided, however, that Borrowers shall have no obligation failure to make any payment to any demanding party under this Paragraph 2.14 on account of any such costs or losses unless Borrowers receive notice of such costs or losses from the demanding party within twelve (12) months after such costs or losses have been incurred or realized. Borrowers understand that such costs and losses may include losses incurred by a Lender as a result of funding and other contracts entered into by such Lender to fund a LIBOR Loanborrow. Each Lender demanding payment under this Paragraph 2.14 shall deliver to Borrowers, with a copy to Agent, a certificate Lender’s determination of an officer of such demanding party setting forth the amount of costs and losses for which demand is made, which certificate any prepayment fee payable under this Section 2.13 shall set forth be conclusive in reasonable detail the calculation absence of the amount demanded. Such a certificate so delivered to Borrowers shall constitute prima facie evidence of such costs and lossesmanifest error. The obligations of Borrowers the Borrower under this Paragraph 2.14 Section 2.13 shall survive the payment and performance of the Obligations and the termination of this Agreement.

Funding Loss Indemnification. If Borrower may prepay a LIBOR Loan only upon at least three (3) Business Days prior written notice to Bank (which notice shall be irrevocable) and any such prepayment shall occur only on the last day of the Borrowers Interest Period for such LIBOR Loan. Borrower shall pay to Bank, upon request of Bank, such amount or amounts as shall be sufficient (ain the reasonable opinion of Bank) repayto compensate it for any loss, prepay cost, or convert expense incurred as a result of (1) any payment of a LIBOR Loan on any day a date other than the last day of an the Interest Period therefor for such LIBOR Loan; (whether a scheduled payment, an optional prepayment or conversion, a mandatory prepayment or conversion, a payment upon acceleration or otherwise), (b2) fail any failure by Borrower to borrow any a LIBOR Loan after delivering on the Notice date specified by Borrower’s written notice; (3) any failure by Borrower to pay a LIBOR Loan on the date for payment specified in Borrower’s written notice. Without limiting the foregoing, Borrower shall pay to Bank a “yield maintenance fee” in an amount computed as follows: The current rate for United States Treasury securities (bills on a discounted basis shall be converted to a bond equivalent) with a maturity date closest to the term chosen pursuant to the LIBOR Rate Election as to which the prepayment is made, shall be subtracted from the LIBOR in effect at the time of Borrowing therefor to Agent (whether as prepayment. If the result is zero or a negative number, there shall be no yield maintenance fee. If the result is a positive number, then the resulting percentage shall be multiplied by the amount of the failure to satisfy any applicable conditions or otherwise), (c) principal balance being prepaid. The resulting amount shall be divided by 360 and multiplied by the number of days remaining in the term chosen pursuant to Paragraph 2.16, cause the replacement LIBOR Rate Election as to which the prepayment is made. Said amount shall be reduced to present value calculated by using the above referenced United States Treasury securities rate and the number of any Lender that has made or maintained any days remaining in the term chosen pursuant to the LIBOR Loan or (d) fail Rate Election as to pay when which prepayment is made. The resulting amount shall be the yield maintenance fee due any principal or interest on any LIBOR Loan, Borrowers shall, within ten (10) Business Days after demand to Bank upon the prepayment of such Lender, reimburse such Lender for and hold such Lender harmless from all reasonable break funding costs and losses incurred by such Lender as a result of such repayment, prepayment, conversion or failure; provided, however, that Borrowers shall have no obligation to make any payment to any demanding party under this Paragraph 2.14 on account of any such costs or losses unless Borrowers receive notice of such costs or losses from the demanding party within twelve (12) months after such costs or losses have been incurred or realized. Borrowers understand that such costs and losses may include losses incurred by a Lender as a result of funding and other contracts entered into by such Lender to fund a LIBOR Loan. Each Lender demanding payment under reference in this Paragraph 2.14 paragraph to “LIBOR Rate Election” shall deliver mean the election by Borrower of a LIBOR Based Rate. If by reason of a Default or an Event of Default, Bank elects to Borrowers, with a copy to Agent, a certificate of an officer of such demanding party setting forth the amount of costs and losses for which demand is made, which certificate shall set forth in reasonable detail the calculation of the amount demanded. Such a certificate so delivered to Borrowers shall constitute prima facie evidence of such costs and losses. The obligations of Borrowers under this Paragraph 2.14 shall survive the payment and performance of declare the Obligations to be immediately due and payable, then any yield maintenance fee with respect to a LIBOR Loan shall become due and payable in the termination same manner as though Borrower had exercised such right of this Agreementprepayment.

Funding Loss Indemnification. If any of the Borrowers Borrower shall (a) repay, prepay or ---------------------------- convert any LIBOR Loan or LIBOR Portion on any day other than the last day of an Interest Period therefor (whether a scheduled payment, an optional prepayment or conversion, a mandatory prepayment or conversion, a payment upon acceleration or otherwise), ; (b) fail to borrow any LIBOR Loan after delivering the or LIBOR Portion for which a Notice of Borrowing therefor has been delivered to Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise); or (c) fail to convert any Revolving Loans into LIBOR Loans or any Portion of the Term Loan Borrowing into a LIBOR Portion in accordance with a Notice of Conversion delivered to Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise), (c) pursuant to Paragraph 2.16, cause the replacement of any Lender that has made or maintained any LIBOR Loan or (d) fail to pay when due any principal or interest on any LIBOR Loan, Borrowers Borrower shall, within ten (10) Business Days after upon demand of such by any Lender, reimburse such Lender for and hold such Lender harmless from all reasonable break funding costs and losses incurred by such Lender as a result of such repayment, prepayment, conversion or failure; provided, however, that Borrowers shall have no obligation to make any payment to any demanding party under this Paragraph 2.14 on account of any such costs or losses unless Borrowers receive notice of such costs or losses from the demanding party within twelve (12) months after such costs or losses have been incurred or realized. Borrowers understand Borrower understands that such costs and losses may include losses incurred by a Lender as a result of funding and other contracts entered into by such Lender to fund a LIBOR LoanLoan or LIBOR Portion. Each Lender demanding payment under this Paragraph 2.14 2.12 shall deliver to BorrowersBorrower, with a copy to Agent, a certificate of an officer of such demanding party -------------- setting forth the amount of costs and losses for which demand is made, which certificate shall set forth in reasonable detail the calculation of the amount demanded. Such a certificate so delivered to Borrowers Borrower shall constitute prima facie evidence of such costs and losses. The obligations of Borrowers Borrower under this Paragraph 2.14 2.12 shall survive the payment and performance of the Obligations and -------------- the termination of this Agreement.

Funding Loss Indemnification. If any of the Borrowers Borrower shall (a) repay, prepay or convert any LIBOR Loan on any day other than the last day of an Interest Period therefor (whether a scheduled payment, an optional prepayment or conversion, a mandatory prepayment or conversion, a payment upon acceleration or otherwise), (b) fail to borrow any LIBOR Loan after delivering the for which a Notice of Borrowing therefor has been delivered to Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise) or (c) fail to convert any Loans into LIBOR Loans in accordance with a Notice of Conversion delivered to Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise), (c) pursuant to Paragraph 2.16, cause the replacement of any Lender that has made or maintained any LIBOR Loan or (d) fail to pay when due any principal or interest on any LIBOR Loan, Borrowers Borrower shall, within ten (10) Business Days after upon demand of such by any Lender, reimburse such Lender for and hold such Lender harmless from all reasonable break funding costs and losses incurred by such Lender as a result of such repayment, prepayment, conversion or failure; provided, however, that Borrowers shall have no obligation to make any payment to any demanding party under this Paragraph 2.14 on account of any such costs or losses unless Borrowers receive notice of such costs or losses from the demanding party within twelve (12) months after such costs or losses have been incurred or realized. Borrowers understand Borrower understands that such costs and losses may include include, without limitation, losses incurred by a Lender as a result of funding and other contracts entered into by such Lender to fund a LIBOR Loan. Each Lender demanding payment under this Paragraph 2.14 PARAGRAPH 2.11 shall deliver to BorrowersBorrower, with a copy to Agent, a certificate of an officer of such demanding party setting forth the amount of costs and losses for which demand is made, which certificate shall set forth in reasonable detail the calculation of the amount demanded. Such a certificate so delivered to Borrowers Borrower shall constitute prima facie PRIMA FACIE evidence of such costs and losses. The obligations of Borrowers Borrower under this Paragraph 2.14 PARAGRAPH 2.11 shall survive the payment and performance of the Obligations and the termination of this Agreement.

Funding Loss Indemnification. If any the Borrowers, including as a result of the Borrowers an assignment required by Section 2.15(b), shall (a) repay, prepay or convert any LIBOR Loan on any day other than the last day of an Interest Period therefor (whether a scheduled payment, an optional prepayment or conversion, a mandatory prepayment or conversion, a payment upon acceleration or otherwise), (b) fail to borrow any LIBOR Loan after delivering the or for which a Notice of Loan Borrowing therefor has been delivered to the Administrative Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise), (c) pursuant fail to Paragraph 2.16, cause convert any Loans into LIBOR Loans in accordance with a Notice of Conversion delivered to the replacement Administrative Agent (whether as a result of the failure to satisfy any Lender that has made applicable conditions or maintained any LIBOR Loan otherwise) or (d) fail to continue a LIBOR Loan for which a Notice of Interest Period Selection has been delivered to the Administrative Agent, the Borrowers shall pay when due any principal or interest on any LIBOR Loan, Borrowers shall, to the appropriate Lender within ten five (105) Business Days after demand a prepayment fee, failure to borrow fee, failure to convert fee or failure to continue fee, as the case may be (determined as though 100% of such Lenderthe LIBOR Loan had been funded in the London interbank eurodollar currency market) equal to the sum of: (a) the amount, reimburse if any, by which (i) the additional interest would have accrued on the amount prepaid or not borrowed at the LIBOR Rate plus the Applicable Margin for LIBOR Loans if that amount had remained or been outstanding through the last day of the applicable Interest Period exceeds (ii) the interest that such Lender could recover by placing such amount on deposit in the London interbank eurodollar currency market for a period beginning on the date of the prepayment or failure to borrow and hold ending on the last day of the applicable Interest Period (or, if no deposit rate quotation is available for such Lender harmless from all period, for the most comparable period for which a deposit rate quotation may be obtained); plus (b) All reasonable break funding costs and losses customary out-of-pocket expenses incurred by such Lender as a result of reasonably attributable to such repaymentpayment, prepayment, conversion prepayment or failure; provided, however, that Borrowers shall have no obligation failure to make any payment to any demanding party under this Paragraph 2.14 on account of any such costs or losses unless Borrowers receive notice of such costs or losses from the demanding party within twelve (12) months after such costs or losses have been incurred or realized. Borrowers understand that such costs and losses may include losses incurred by a Lender as a result of funding and other contracts entered into by such Lender to fund a LIBOR Loanborrow. Each Lender demanding payment under this Paragraph 2.14 shall deliver to Borrowers, with a copy to Agent, a certificate Lender’s determination of an officer of such demanding party setting forth the amount of costs and losses for which demand is made, which certificate any prepayment fee payable under this Section 2.13 shall set forth be demonstrated pursuant to calculations in reasonable detail and shall be conclusive in the calculation absence of the amount demanded. Such a certificate so delivered to Borrowers shall constitute prima facie evidence of such costs and lossesmanifest error. The obligations of the Borrowers under this Paragraph 2.14 Section 2.13 shall survive the payment and performance of the Obligations and the termination of this Agreement.

Funding Loss Indemnification. If any of the Borrowers Borrower shall (a) repay, prepay or convert any LIBOR Loan or LIBOR Portion on any day other than the last day of an Interest Period therefor (whether a scheduled payment, an optional prepayment or conversion, a mandatory prepayment or conversion, a payment upon acceleration or otherwise), (b) fail to borrow any LIBOR Loan or LIBOR Portion after delivering the Notice of Borrowing therefor to Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise), (c) pursuant fail to Paragraph 2.16convert any Portion of the Term Loan Borrowing into a LIBOR Portion in accordance with a Notice of Term Loan Conversion delivered to Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise), cause the replacement of any Lender that has made or maintained any LIBOR Loan or (d) fail to pay when due any principal or interest on any LIBOR LoanLoan or LIBOR Portion, Borrowers Borrower shall, within ten (10) Business Days after demand of such Lender, reimburse such Lender for and hold such Lender harmless from all reasonable break funding costs and losses incurred by such Lender as a result of such repayment, prepayment, conversion or failure; provided, however, that Borrowers Borrower shall have no obligation to make any payment to any demanding party under this Paragraph 2.14 2.12 on account of any such costs or losses unless Borrowers Borrower receive notice of such costs or losses from the demanding party within twelve (12) months after such costs or losses have been they are incurred or realized. Borrowers understand Borrower understands that such costs and losses may include include, without limitation, losses incurred by a Lender as a result of funding and other contracts entered into by such Lender to fund a LIBOR LoanLoan or LIBOR Portion. Each Lender demanding payment under this Paragraph 2.14 2.12 shall deliver to BorrowersBorrower, with a copy to Agent, a certificate of an officer of such demanding party setting forth the amount of costs and losses for which demand is made, which certificate shall set forth in reasonable detail the calculation of the amount demanded. Such a certificate so delivered to Borrowers Borrower shall constitute prima facie evidence of such costs and losses. The obligations of Borrowers Borrower under this Paragraph 2.14 2.12 shall survive the payment and performance of the Obligations and the termination of this Agreement.

Funding Loss Indemnification. If any of the Borrowers Borrower shall (a) repay, repay or prepay or convert any portion of a Credit which bears interest determined in relation to LIBOR Loan on any day other than the last day of an Interest Period the Fixed Rate Term therefor (whether a scheduled payment, an optional prepayment or conversionprepayment, a mandatory prepayment or conversionprepayment, a payment upon acceleration or otherwise), (b) fail to borrow any LIBOR Loan after delivering the such portion of a Credit for which a Notice of Borrowing therefor has been delivered to Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise), or (c) pursuant to Paragraph 2.16, cause the replacement of any Lender that has made or maintained any LIBOR Loan or (d) fail to pay when due convert or continue at the LIBOR interest option any principal portion of a Credit in accordance with a Notice of Conversion or interest on Continuation delivered to Agent (whether as a result of the failure to satisfy any LIBOR Loanapplicable conditions or otherwise), Borrowers Borrower shall, within ten thirty (1030) Business Days days after demand by such Lender (with a copy to Agent) accompanied by a certificate of such LenderLender describing the basis therefor and the calculation thereof, reimburse such Lender for and hold such Lender harmless from for all reasonable break funding costs and losses incurred by such Lender as a result of such repayment, prepayment, conversion prepayment or failure; provided, however, that Borrowers shall have no obligation to make any payment to any demanding party under this Paragraph 2.14 on account of any such costs or losses unless Borrowers receive notice of such costs or losses from the demanding party within twelve (12) months after such costs or losses have been incurred or realized. Borrowers understand extent that such costs and losses may include losses incurred by a Lender as a result of (x) arise from funding and other contracts entered into into, or similar arrangements made, by such Lender to fund a any LIBOR Loanportion of any Credit or (y) are incidental to such contracts or other arrangements. Each Lender demanding payment under this Paragraph 2.14 Section 2.13 shall deliver to Borrowers, with a copy Agent for delivery to Agent, Borrower a certificate of an officer of such demanding party setting forth the amount of costs and losses for which demand is made, which certificate shall set forth in reasonable detail the calculation of the amount demanded. Such a certificate so delivered to Borrowers shall constitute prima facie evidence Borrower shall, in the absence of manifest error, be conclusive and binding on Borrower as to the amount of such costs and lossesloss for all purposes. The obligations of Borrowers under agreements in this Paragraph 2.14 Section 2.13 shall survive the payment and performance of the Obligations and the termination of this Agreement.

Funding Loss Indemnification. If any of the Borrowers shall (a) repay, prepay or convert any LIBOR Loan on any day other than the last day of an Interest Period therefor (whether a scheduled payment, an optional prepayment or conversion, a mandatory prepayment or conversion, a payment upon acceleration or otherwise), (b) fail to borrow any LIBOR Loan after delivering the Notice of Borrowing therefor to Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise), ) or (c) pursuant to Paragraph 2.16, cause the replacement of any Lender that has made or maintained any LIBOR Loan or (d) fail to pay when due any principal or interest on any LIBOR Loan, Borrowers such Borrower shall, within ten (10) Business Days after demand of such Lender, reimburse such Lender for and hold such Lender harmless from all reasonable break funding costs and losses incurred by such Lender as a result of such repayment, prepayment, conversion or failure; provided, however, that Borrowers shall have no obligation to make any payment to any demanding party under this Paragraph 2.14 on account of any such costs or losses unless Borrowers receive notice of such costs or losses from the demanding party within twelve (12) months after such costs or losses have been incurred or realized. Borrowers understand that such costs and losses may include include, without limitation, losses incurred by a Lender as a result of funding and other contracts entered into by such Lender to fund a LIBOR Loan. Each Lender demanding payment under this Paragraph 2.14 shall deliver to Borrowers, with a copy to Agent, a certificate of an officer of such demanding party setting forth the amount of costs and losses for which demand is made, which certificate shall set forth in reasonable detail the calculation of the amount demanded. Such a certificate so delivered to Borrowers shall constitute prima facie evidence of such costs and losses. The obligations of Borrowers under this Paragraph 2.14 shall survive the payment and performance of the Obligations and the termination of this Agreement.

Funding Loss Indemnification. If any of the Borrowers either Borrower shall (a) repay, prepay or convert any LIBOR Loan or LIBOR Portion on any day other than the last day of an Interest Period therefor (whether a scheduled payment, an optional prepayment or conversion, a mandatory prepayment or conversion, a payment upon acceleration or otherwise), (b) fail to borrow any LIBOR Loan or LIBOR Portion after delivering the Notice of Borrowing therefor to Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise), (c) pursuant fail to Paragraph 2.16convert any Portion of a Term Loan Borrowing into a LIBOR Portion in accordance with a Notice of Term Loan Conversion delivered to Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise), cause the replacement of any Lender that has made or maintained any LIBOR Loan or (d) fail to pay when due any principal or interest on any LIBOR LoanLoan or LIBOR Portion, Borrowers such Borrower shall, within ten (10) Business Days after demand of such Lender, reimburse such Lender for and hold such Lender harmless from all reasonable break funding costs and losses incurred by such Lender as a result of such repayment, prepayment, conversion or failure; provided, however, that Borrowers shall have no obligation to make any payment to any demanding party under this Paragraph 2.14 on account of any such costs or losses unless Borrowers receive notice of such costs or losses from the demanding party within twelve (12) months after such costs or losses have been they are incurred or realized. Borrowers understand that such costs and losses may include include, without limitation, losses incurred by a Lender as a result of funding and other contracts entered into by such Lender to fund a LIBOR LoanLoan or LIBOR Portion. Each Lender demanding payment under this Paragraph 2.14 shall deliver to Borrowers, with a copy to Agent, a certificate of an officer of such demanding party setting forth the amount of costs and losses for which demand is made, which certificate shall set forth in reasonable detail the calculation of the amount demanded. Such a certificate so delivered to Borrowers shall constitute prima facie evidence of such costs and losses. The obligations of Borrowers under this Paragraph 2.14 shall survive the payment and performance of the Obligations and the termination of this Agreement.shall

Funding Loss Indemnification. If any of the Borrowers shall (a) repay, prepay or convert any LIBOR Loan or LIBOR Portion on any day other than the last day of an Interest Period therefor (whether a scheduled payment, an optional prepayment or conversion, a mandatory prepayment or conversion, a payment upon acceleration or otherwise), (b) fail to borrow any LIBOR Loan after delivering the or LIBOR Portion for which a Notice of Loan Borrowing therefor has been delivered to the Administrative Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise), (c) pursuant fail to Paragraph 2.16convert any Revolving Loans into LIBOR Loans or any Portion of the Term Loan Borrowing into a LIBOR Portion in accordance with a Notice of Conversion delivered to the Administrative Agent, cause the replacement of any Lender that has made or maintained any LIBOR Loan or (d) fail to continue LIBOR Loan or LIBOR Portion for which a Notice of Interest Period Selection has been delivered to the Administrative Agent, the Borrowers shall pay when due any principal or interest on any LIBOR Loan, Borrowers shall, to the appropriate Lender within ten five (105) Business Days after demand a prepayment fee, failure to borrow fee, failure to convert fee or fail to continue fee, as the case may be (determined as though 100% of such Lenderthe LIBOR Loan or LIBOR Portion had been funded in the London interbank eurodollar currency market), reimburse equal to the sum of: (a) $250; plus (b) the amount, if any, by which (i) the additional interest would have accrued on the amount prepaid or not borrowed at the LIBOR Rate plus the Applicable Margin for LIBOR Loans and LIBOR Portions if that amount had remained or been outstanding through the last day of the applicable Interest Period exceeds (ii) the interest that such Lender could recover by placing such amount on deposit in the London interbank eurodollar currency market for a period beginning on the date of the prepayment or failure to borrow and hold ending on the last day of the applicable Interest Period (or, if no deposit rate quotation is available for such Lender harmless from period, for the most comparable period for which a deposit rate quotation may be obtained); plus (c) all reasonable break funding costs and losses out-of-pocket expenses incurred by such Lender as a result of reasonably attributable to such repaymentpayment, prepayment, conversion prepayment or failure; provided, however, that Borrowers shall have no obligation failure to make any payment to any demanding party under this Paragraph 2.14 on account of any such costs or losses unless Borrowers receive notice of such costs or losses from the demanding party within twelve (12) months after such costs or losses have been incurred or realized. Borrowers understand that such costs and losses may include losses incurred by a Lender as a result of funding and other contracts entered into by such Lender to fund a LIBOR Loanborrow. Each Lender demanding payment under this Paragraph 2.14 shall deliver to Borrowers, with a copy to Agent, a certificate Lender’s determination of an officer of such demanding party setting forth the amount of costs and losses for which demand is made, which certificate any prepayment fee payable under this Section 2.13 shall set forth be conclusive in reasonable detail the calculation absence of the amount demanded. Such a certificate so delivered to Borrowers shall constitute prima facie evidence of such costs and lossesmanifest error. The obligations of the Borrowers under this Paragraph 2.14 Section 2.13 shall survive the payment and performance of the Obligations and the termination of this Agreement.

Funding Loss Indemnification. If any of the Borrowers Borrower shall (a) repay, prepay or convert any LIBOR Loan or LIBOR Portion on any day other than the last day of an Interest Period therefor (whether a scheduled payment, an optional prepayment or conversion, a mandatory prepayment or conversion, a payment upon acceleration or otherwise), (b) fail to borrow any LIBOR Loan after delivering the or LIBOR Portion for which a Notice of Borrowing therefor has been delivered to Administrative Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise) or (c) fail to convert any Portion of the Facility B Term Loan Borrowing into a LIBOR Portion in accordance with a Notice of Term Loan Conversion delivered to Administrative Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise), (c) pursuant to Paragraph 2.16, cause the replacement of any Lender that has made or maintained any LIBOR Loan or (d) fail to pay when due any principal or interest on any LIBOR Loan, Borrowers Borrower shall, within ten five (105) Business Days after demand of such by any Lender, reimburse such Lender for and hold such Lender harmless from all reasonable break funding costs and losses incurred by such Lender as a result of such repayment, prepayment, conversion or failure; provided, however, that Borrowers Borrower shall have no obligation to make any payment to any demanding party under this Paragraph 2.14 2.15 on account of any such costs or losses unless Borrowers receive Borrower receives notice of such costs or losses from the demanding party within twelve six (126) months after such costs or losses have been they are incurred or realized. Borrowers understand Borrower understands that such costs and losses may include include, without limitation, losses incurred by a Lender as a result of funding and other contracts entered into by such Lender to fund a LIBOR LoanLoan or LIBOR Portion. Each Lender demanding payment under this Paragraph 2.14 2.15 shall deliver to BorrowersBorrower, with a copy to Administrative Agent, a certificate of an officer of such demanding party setting forth the amount of costs and losses for which demand is made, which certificate shall set forth in reasonable detail the calculation of the amount demanded. Such a certificate so delivered to Borrowers Borrower shall constitute prima facie evidence of such costs and losses. The obligations of Borrowers Borrower under this Paragraph 2.14 2.15 shall survive the payment and performance of the Obligations and the termination of this Agreement.

Funding Loss Indemnification. If any of the Borrowers Borrower shall (a) repay, prepay or convert any LIBOR Loan or LIBOR Portion on any day other than the last day of an Interest Period therefor (whether a scheduled payment, an optional prepayment or conversion, a mandatory prepayment or conversion, a payment upon acceleration or otherwise), (b) fail to borrow any LIBOR Loan after delivering the or LIBOR Portion for which a Notice of Borrowing therefor has been delivered to Administrative Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise) or (c) fail to convert any Portion of the Term Loan Borrowing into a LIBOR Portion in accordance with a Notice of Term Loan Conversion delivered to Administrative Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise), (c) pursuant to Paragraph 2.16, cause the replacement of any Lender that has made or maintained any LIBOR Loan or (d) fail to pay when due any principal or interest on any LIBOR Loan, Borrowers Borrower shall, within ten five (105) Business Days after demand of such by any Lender, reimburse such Lender for and hold such Lender harmless from all reasonable break funding costs and losses incurred by such Lender as a result of such repayment, prepayment, conversion or failure; provided, however, that Borrowers Borrower shall have no obligation to make any payment to any demanding party under this Paragraph Section 2.14 on account of any such costs or losses unless Borrowers receive Borrower receives notice of such costs or losses from the demanding party within twelve six (126) months after such costs or losses have been they are incurred or realized. Borrowers understand Borrower understands that such costs and losses may include include, without limitation, losses incurred by a Lender as a result 42 47 of funding and other contracts entered into by such Lender to fund a LIBOR LoanLoan or LIBOR Portion. Each Lender demanding payment under this Paragraph Section 2.14 shall deliver to BorrowersBorrower, with a copy to Administrative Agent, a certificate of an officer of such demanding party setting forth the amount of costs and losses incurred by such Lender and for which demand is made, which certificate shall set forth in reasonable detail the calculation of the amount demanded. Such a certificate so delivered to Borrowers Borrower shall constitute prima facie evidence of such costs and losses. The obligations of Borrowers Borrower under this Paragraph Section 2.14 shall survive the payment and performance of the Obligations and the termination of this Agreement.

Funding Loss Indemnification. If any of the Borrowers shall (a) repay, prepay or convert any LIBOR Loan on any day other than the last day of an Interest Period therefor (whether a scheduled payment, an optional prepayment or conversion, a mandatory prepayment or conversion, a payment upon acceleration or otherwise), (b) fail to borrow any LIBOR Loan after delivering the or for which a Notice of Loan Borrowing therefor has been delivered to the Administrative Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise), (c) pursuant fail to Paragraph 2.16, cause convert any Revolving Loans into LIBOR Loans in accordance with a Notice of Conversion delivered to the replacement Administrative Agent (whether as a result of the failure to satisfy any Lender that has made applicable conditions or maintained any LIBOR Loan otherwise) or (dD) fail to continue a LIBOR Loan for which a Notice of Interest Period Selection has been delivered to the Administrative Agent, the Borrowers shall pay when due any principal or interest on any LIBOR Loan, Borrowers shall, to the appropriate Lender within ten five (105) Business Days after demand a prepayment fee, failure to borrow fee, failure to convert fee or failure to continue fee, as the case may be (determined as though 100% of such Lenderthe LIBOR Loan had been funded in the London interbank eurodollar currency market) equal to the sum of: (a) the amount, reimburse if any, by which (i) the additional interest would have accrued on the amount prepaid or not borrowed at the LIBOR Rate plus the Applicable Margin for LIBOR Loans if that amount had remained or been outstanding through the last day of the applicable Interest Period exceeds (ii) the interest that such Lender could recover by placing such amount on deposit in the London interbank eurodollar currency market for a period beginning on the date of the prepayment or failure to borrow and hold ending on the last day of the applicable Interest Period (or, if no deposit rate quotation is available for such Lender harmless from all period, for the most comparable period for which a deposit rate quotation may be obtained); plus (b) All reasonable break funding costs and losses customary out-of-pocket expenses incurred by such Lender as a result of reasonably attributable to such repaymentpayment, prepayment, conversion prepayment or failure; provided, however, that Borrowers shall have no obligation failure to make any payment to any demanding party under this Paragraph 2.14 on account of any such costs or losses unless Borrowers receive notice of such costs or losses from the demanding party within twelve (12) months after such costs or losses have been incurred or realized. Borrowers understand that such costs and losses may include losses incurred by a Lender as a result of funding and other contracts entered into by such Lender to fund a LIBOR Loanborrow. Each Lender demanding payment under this Paragraph 2.14 shall deliver to Borrowers, with a copy to Agent, a certificate Lender’s determination of an officer of such demanding party setting forth the amount of costs and losses for which demand is made, which certificate any prepayment fee payable under this Section 2.13 shall set forth be demonstrated pursuant to calculations in reasonable detail and shall be conclusive in the calculation absence of the amount demanded. Such a certificate so delivered to Borrowers shall constitute prima facie evidence of such costs and lossesmanifest error. The obligations of the Borrowers under this Paragraph 2.14 Section 2.13 shall survive the payment and performance of the Obligations and the termination of this Agreement.

Funding Loss Indemnification. If any of the Borrowers Borrower shall (a) repay, prepay or convert any LIBOR Loan or LIBOR Portion on any day other than the last day of an Interest Period therefor (whether a scheduled payment, an optional prepayment or conversion, a mandatory prepayment or conversion, a payment upon acceleration or otherwise), (b) fail to borrow any LIBOR Loan after delivering the or LIBOR Portion for which a Notice of Loan Borrowing therefor has been delivered to the Administrative Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise), (c) pursuant fail to Paragraph 2.16convert any Revolving Loans into LIBOR Loans or any Portion of a Term Loan Borrowing into a LIBOR Portion in accordance with a Notice of Conversion delivered to the Administrative Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise), cause the replacement of any Lender that has made or maintained any LIBOR Loan or (d) fail to continue a LIBOR Loan or a LIBOR Portion for which a Notice of Interest Period Selection has been delivered to the Administrative Agent, the Borrower shall pay when due any principal or interest on any LIBOR Loan, Borrowers shall, to the appropriate Lender within ten five (105) Business Days after demand a prepayment fee, failure to borrow fee, failure to convert fee or failure to continue fee, as the case may be (determined as though 100% -79- of such Lenderthe LIBOR Loan or LIBOR Portion had been funded in the London interbank eurodollar currency market), reimburse equal to the sum of: (a) the amount, if any, by which (i) the additional interest would have accrued on the amount prepaid or not borrowed at the LIBOR Rate plus the Applicable Margin for LIBOR Loans and LIBOR Portions if that amount had remained or been outstanding through the last day of the applicable Interest Period exceeds (ii) the interest that such Lender could recover by placing such amount on deposit in the London interbank eurodollar currency market for a period beginning on the date of the prepayment or failure to borrow and hold ending on the last day of the applicable Interest Period (or, if no deposit rate quotation is available for such Lender harmless from period, for the most comparable period for which a deposit rate quotation may be obtained); plus (b) all reasonable break funding costs and losses out-of-pocket expenses incurred by such Lender as a result of reasonably attributable to such repaymentpayment, prepayment, conversion prepayment or failure; provided, however, that Borrowers shall have no obligation failure to make any payment to any demanding party under this Paragraph 2.14 on account of any such costs or losses unless Borrowers receive notice of such costs or losses from the demanding party within twelve (12) months after such costs or losses have been incurred or realized. Borrowers understand that such costs and losses may include losses incurred by a Lender as a result of funding and other contracts entered into by such Lender to fund a LIBOR Loanborrow. Each Lender demanding payment under this Paragraph 2.14 shall deliver to Borrowers, with a copy to Agent, a certificate Lender’s determination of an officer of such demanding party setting forth the amount of costs and losses for which demand is made, which certificate any prepayment fee payable under this Section 2.13 shall set forth be conclusive in reasonable detail the calculation absence of the amount demanded. Such a certificate so delivered to Borrowers shall constitute prima facie evidence of such costs and lossesmanifest error. The obligations of Borrowers the Borrower under this Paragraph 2.14 Section 2.13 shall survive the payment and performance of the Obligations and the termination of this Agreement.

Funding Loss Indemnification. If any of the Borrowers Borrower shall (a) repay, repay or prepay or convert any portion of a Credit which bears interest determined in relation to LIBOR Loan on any day other than the last day of an Interest Period the Fixed Rate Term therefor (whether a scheduled payment, an optional prepayment or conversionprepayment, a mandatory prepayment or conversionprepayment, a payment upon acceleration or otherwise), (b) fail to borrow any LIBOR Loan after delivering the such portion of a Credit for which a Notice of Borrowing therefor has been delivered to Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise), or (c) pursuant to Paragraph 2.16, cause the replacement of any Lender that has made or maintained any LIBOR Loan or (d) fail to pay when due convert or continue at the LIBOR interest option any principal portion of a Credit in accordance with a Notice of Conversion or interest on Continuation delivered to Agent (whether as a result of the failure to satisfy any LIBOR Loanapplicable conditions or otherwise), Borrowers Borrower shall, within ten thirty (1030) Business Days days after demand by such Lender (with a copy to Agent) accompanied by a certificate of such LenderLender describing the basis therefor and the calculation thereof, reimburse such Lender for and hold such Lender harmless from for all reasonable break funding costs and losses incurred by such Lender as a result of such repayment, prepayment, conversion prepayment or failure; provided, however, that Borrowers shall have no obligation to make any payment to any demanding party under this Paragraph 2.14 on account of any such costs or losses unless Borrowers receive notice of such costs or losses from the demanding party within twelve (12) months after such costs or losses have been incurred or realized. Borrowers understand extent that such costs and losses may include losses incurred by a Lender as a result of (x) arise from funding and other contracts entered into into, or similar arrangements made, by such Lender to fund a any LIBOR Loanportion of any Credit or (y) are incidental to such contracts or other arrangements. Each Lender demanding payment under this Paragraph Section 2.14 shall deliver to Borrowers, with a copy Agent for delivery to Agent, Borrower a certificate of an officer of such demanding party setting forth the amount of costs and losses for which demand is made, which certificate shall set forth in reasonable detail the calculation of the amount demanded. Such a certificate so delivered to Borrowers shall constitute prima facie evidence Borrower shall, in the absence of manifest error, be conclusive and binding on Borrower as to the amount of such costs loss for all purposes. Calculations of all amounts payable to a Lender under this Section 2.14 shall be made as though that Lender had actually funded each of its relevant LIBOR Advances through the purchase of a deposit of the type described in clause (i) of the definition of LIBOR in an amount equal to the amount of such LIBOR Advance, and losseshaving a maturity comparable to the relevant Fixed Rate Term of such LIBOR Advance, whether or not the Lender has funded such LIBOR Advance in such manner. The obligations of Borrowers under agreements in this Paragraph Section 2.14 shall survive the payment and performance of the Obligations and the termination of this Agreement.

Funding Loss Indemnification. If any the Borrowers, including as a result of the Borrowers an assignment required by Section 2.15(b), shall (a) repay, prepay or convert any LIBOR Loan on any day other than the last day of an Interest Period therefor (whether a scheduled payment, an optional prepayment or conversion, a mandatory prepayment or conversion, a payment upon acceleration or otherwise), (b) fail to borrow any LIBOR Loan after delivering the or for which a Notice of Loan Borrowing therefor has been delivered to the Administrative Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise), (c) pursuant fail to Paragraph 2.16, cause convert any Loans into LIBOR Loans in accordance with a Notice of Conversion delivered to the replacement Administrative Agent (whether as a result of the failure to satisfy any Lender that has made applicable conditions or maintained any LIBOR Loan otherwise) or (d) fail to continue a LIBOR Loan for which a Notice of Interest Period Selection has been delivered to the Administrative Agent, the Borrowers shall pay when due any principal or interest on any LIBOR Loan, Borrowers shall, to the appropriate Lender within ten five (105) Business Days after demand a prepayment fee, failure to borrow fee, failure to convert fee or failure to continue fee, as the case may be (determined as though 100% of such Lenderthe LIBOR Loan had been funded in the London interbank eurodollar currency market) equal to the sum of: (a) the amount, reimburse if any, by which (i) the additional interest would have accrued on the amount prepaid or not borrowed at the LIBOR Rate plus the Applicable Margin for LIBOR Loans if that amount had remained or been outstanding through the last day of the applicable Interest Period exceeds (ii) the interest that such Lender could recover by placing such amount on deposit in the London interbank eurodollar currency market for a period beginning on the date of the prepayment or failure to borrow and hold ending on the last day of the applicable Interest Period (or, if no deposit rate quotation is available for such Lender harmless from all period, for the most comparable period for which a deposit rate quotation may be obtained); plus (b) All reasonable break funding costs and losses customary out-of-pocket expenses incurred by such Lender as a result of reasonably attributable to such repaymentpayment, prepayment, conversion prepayment or failure; provided, however, that Borrowers shall have no obligation failure to make any payment to any demanding party under this Paragraph 2.14 on account of any such costs or losses unless Borrowers receive notice of such costs or losses from the demanding party within twelve (12) months after such costs or losses have been incurred or realized. Borrowers understand that such costs and losses may include losses incurred by a Lender as a result of funding and other contracts entered into by such Lender to fund a LIBOR Loanborrow. Each Lender demanding payment under this Paragraph 2.14 shall deliver to Borrowers, with a copy to Agent, a certificate Lender’s determination of an officer of such demanding party setting forth the amount of costs and losses for which demand is made, which certificate any prepayment fee payable under this Section 2.13 shall set forth be demonstrated pursuant to calculations in reasonable detail and shall be conclusive in the calculation absence of the amount demanded. Such a certificate so delivered to Borrowers shall constitute prima facie evidence of such costs and lossesmanifest error. The obligations of the Borrowers under this Paragraph 2.14 shall survive the payment and performance of the Obligations and the termination of this Agreement.-89- 4159-4780-3173 ​ ​ ​

Funding Loss Indemnification. If any of the Borrowers Borrower shall (a) repay, prepay or convert any LIBOR Loan or LIBOR Portion on any day other than the last day of an Interest Period therefor (whether a scheduled payment, an optional prepayment or conversion, a mandatory prepayment or conversion, a payment upon acceleration or otherwise), (b) fail to borrow any LIBOR Loan after delivering the or LIBOR Portion for which a Notice of Borrowing therefor has been delivered to Administrative Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise) or (c) fail to convert any Portion of the Term Loan Borrowing into a LIBOR Portion in accordance with a Notice of Term Loan Conversion delivered to Administrative Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise), (c) pursuant to Paragraph 2.16, cause the replacement of any Lender that has made or maintained any LIBOR Loan or (d) fail to pay when due any principal or interest on any LIBOR Loan, Borrowers Borrower shall, within ten five (105) Business Days after demand of such by any Lender, reimburse such Lender for and hold such Lender harmless from all reasonable break funding costs and losses incurred by such Lender as a result of such repayment, prepayment, conversion or failure; provided, however, that Borrowers Borrower shall have no obligation to make any payment to any demanding party under this Paragraph Section 2.14 on account of any such costs or losses unless Borrowers receive Borrower receives notice of such costs or losses from the demanding party within twelve six (126) months after such costs or losses have been they are incurred or realized. Borrowers understand Borrower understands that such costs and losses may include include, without limitation, losses incurred by a Lender as a result of funding and other contracts entered into by such Lender to fund a LIBOR LoanLoan or LIBOR Portion. Each Lender demanding payment under this Paragraph Section 2.14 shall deliver to BorrowersBorrower, with a copy to Administrative Agent, a certificate of an officer of such demanding party setting forth the amount of costs and losses incurred by such Lender and for which demand is made, which certificate shall set forth in reasonable detail the calculation of the amount demanded. Such a certificate so delivered to Borrowers Borrower shall constitute prima facie evidence of such costs and losses. The obligations of Borrowers Borrower under this Paragraph Section 2.14 shall survive the payment and performance of the Obligations and the termination of this Agreement.

Funding Loss Indemnification. If any of the Borrowers Borrower shall (a) repay, prepay or convert any LIBOR Loan or LIBOR Portion on any day other than the last day of an Interest Period therefor (whether a scheduled payment, an optional prepayment or conversion, a mandatory prepayment or conversion, a payment upon acceleration or otherwise), (b) fail to borrow any LIBOR Loan after delivering the or LIBOR Portion for which a Notice of Borrowing therefor has been delivered to Administrative Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise) or (c) fail to convert any Portion of the Term Loan Borrowing into a LIBOR Portion in accordance with a Notice of Term Loan Conversion delivered to Administrative Agent (whether as a result of the failure to satisfy any applicable conditions or otherwise), (c) pursuant to Paragraph 2.16, cause the replacement of any Lender that has made or maintained any LIBOR Loan or (d) fail to pay when due any principal or interest on any LIBOR Loan, Borrowers Borrower shall, within ten five (105) Business Days after demand of such by any Lender, reimburse such Lender for and hold such Lender harmless from all reasonable break funding costs and losses incurred by such Lender as a result of such repayment, prepayment, conversion or failure; provided, however, that Borrowers Borrower shall have no obligation to make any payment to any demanding party under this Paragraph 2.14 2.15 on account of any such costs or losses unless Borrowers receive Borrower receives notice of such costs or losses from the demanding party within twelve six (126) months after such costs or losses have been they are incurred or realized. Borrowers understand Borrower understands that such costs and losses may include include, without limitation, losses incurred by a Lender as a result of funding and other contracts entered into by such Lender to fund a LIBOR LoanLoan or LIBOR Portion. Each Lender demanding payment under this Paragraph 2.14 2.15 shall deliver to BorrowersBorrower, with a copy to Administrative Agent, a certificate of an officer of such demanding party setting forth the amount of costs and losses for which demand is made, which certificate shall set forth in reasonable detail the calculation of the amount demanded. Such a certificate so delivered to Borrowers Borrower shall constitute prima facie evidence of such costs and losses. The obligations of Borrowers Borrower under this Paragraph 2.14 2.15 shall survive the payment and performance of the Obligations and the termination of this Agreement.